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GOLDWIND SCIENCE&TECHNOLOGY CO., LTD. Audit Report / Information 2018

Mar 23, 2018

50446_rns_2018-03-23_9209b451-1c5d-4120-a063-512b3ba4dbf5.pdf

Audit Report / Information

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Hong K ong Excha n ges and Cl e aring Limit e d and The S tock Excha n ge of Hong K ong Limited take no res p onsibility f o r the contents of this an n ouncement, make no re p resentation as to its ac c uracy or co m pleteness a n d expressly disclaim an y liability w h atsoever for any loss ho w soever ari s ing from o r in reliance upon the w h ole or any p art of the c o ntents of this announce m ent.

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OVERSEAS REGULATORY ANNOUNCEMENT

This a nnouncem e nt is made pursuant to Rule 13.1 0 B of the R u les Gover n ing the Lis t ing of Secur i ties on The Stock Exc h ange of H o ng Kong L i mited .

The b o ard of dir e ctors (the “ Board ”) o f Xinjiang G oldwind S c ience & T e chnology C o., Ltd. ( t he “ Company ”) here b y enclose t h e announ c ement entitled the “ A n nounceme n t regar d ing Report about Attes t ation of the Use of Prev i ous Procee d s ” which h a s been pu b lished by the Company o n the web s ite of the S henzhen S t ock Excha n ge for you r reference.

B y order of the Board Xinjiang Goldwind Science & Technology Co., Ltd. Ma Jinru Company S ecretary

Beijing, 23 Marc h 2018

As at t h e date of this announce m ent, the C o mpany’s ex e cutive directors are Mr. Wu Gang, M r. Wang H aibo and M r. Cao Zhi g ang; non-e x ecutive dire c tors are Mr. Zhao Guo q ing, Mr. Fe n g Wei and M r . Gao Jianj u n; and the i ndependent non-executi v e directors a re Mr. Yan g Xiaosheng, Mr. Luo Z h enbang, an d Dr. Tin Ya u Kelvin Wo n g.

  • For i d entification p urpose only

Xinjiang Goldwind Science & Technology Co., Ltd.

Report about Attestation of the Use of Previous Proceeds

December 31, 2017

Table of Contents

Page No.

I. REPORT ABOUT ATTESTATION OF THE USE OF PREVIOUS PROCEEDS ............... 4 II. REPORT ABOUT THE USE OF PREVIOUS PROCEEDS ................................................. 5

Report about Attestation of the Use of Previous Proceeds

An Yong Hua Ming (2018) Zhuan Zi No. 60794011_A06

Board of Directors of Xinjiang Goldwind Science & Technology Co., Ltd.:

We have attested the attached Report about the Use of Previous Proceeds as of December 31, 2017 (the “ Report about the Use of Previous Proceeds ” ) of Xinjiang Goldwind Science & Technology Co., Ltd. ( “ you ” ) as entrusted by you. Preparing the Report about the Use of ’ Previous Proceeds in accordance with the China Securities Regulatory Commission s Regulations on Reports about the Use of Previous Proceeds (Zheng Jian Fa Xing Zi [2007] No. 500) and ensuring its content is true, accurate, complete and free of misstatements, misleading representations and material omissions are the responsibility of the Board of Directors of Xinjiang Goldwind Science & Technology Co., Ltd. Our responsibility is to express an attester ’ s opinion on the Report about the Use of Previous Proceeds on the basis of our attestation.

We conducted our attestation in accordance with the Standard on Other Assurance Engagements for Certified Public Accountants of China No. 3101 — Assurance Engagements Other Than Audits or Reviews of Historical Financial Information. This standard requires that we plan and perform the attestation to obtain reasonable assurance about whether the Report about the Use of Previous Proceeds is free of material misstatements. During the attestation, we performed understanding, sampling, checking and other procedures that we considered as necessary. We believe that our attestation provides a reasonable basis for our opinion.

We believe the Report about the Use of Previous Proceeds of Goldwind Science and Technology Co., Ltd. was prepared in all material aspects in accordance with China Securities Regulatory Commission ’ s Regulations on Reports about the Use of Previous Proceeds (Zheng Jian Fa Xing Zi [2007] No. 500) and reflects Xinjiang Goldwind Science & Technology Co., Ltd. ’ s use of its previous proceeds as of December 31, 2017.

This Report is provided only for Xinjiang Goldwind Science & Technology Co., Ltd. to apply for placing shares and publicly issuing securities, and may not be used for other purposes without our written consent.

Ernst & Young Hua Ming LLP

Certified Public Accountant of China: Wang Ning

Beijing, China

Certified Public Accountant: Lai Xiaojuan

March 23, 2018

Xinjiang Goldwind Science & Technology Co., Ltd. Report about the Use of Previous Proceeds

1. Information about Previous Proceeds

After obtaining the approval from the China Securities Regulatory Commission ( “ CSRC ” ) with Zheng Jian Xu Ke [2015] No. 1232 Official Reply on Approval of Private Share Issue by Xinjiang Goldwind Science & Technology Co., Ltd., the Company privately issued 40,953,000 RMB-denominated ordinary shares (A shares) (with the par value per share being RMB1.00) to particular investors and applied for increasing its registered capital by RMB40,953,000.00 to RMB2,735,541,000.00 after the change.

In accordance with the Regulations on Reporting the Use of Previous Proceeds (Zheng Jian Fa Xing Zi [2007] No. 500), the Company hereby reports the use of its proceeds from the previous issue (the “Previous Proceeds”) as of December 31, 2017 as follows:

(1) Amount of Previous Proceeds and Date of Receipt

As of August 3, 2015, the total amount of the Proceeds of Non- Public Issue was RMB346,871,910.00; after deducting RMB10,000,000.00 as underwriting and sponsor fees, Guotai Junan Securities Co., Ltd., the lead underwriter, transferred RMB336,871,910.00 to the Company’s special account for proceeds on August 3, 2015. After RMB561,000.00 was deducted from the total amount of proceeds received to cover the outstanding legal fees and other issue expenses, the net proceeds was RMB336,310,910.00. Ernst & Young Hua Ming LLP has verified the Company ’ s receipt of the proceeds, and issued EY Hua Ming (2015) Yan Zi No. 60794011_A02 Capital Verification Report.

(2) Deposition of Previous Proceeds in Special Account

In order to regulate the management and use of proceeds and protect the interests of investors, in accordance with CSRC’s Guideline No. 2 for Regulating Listed Companies—Regulatory Requirements for Listed Companies’ Management and Use of Proceeds (CSRC Announcement [2012] No. 44) and Shenzhen Stock Exchange’s Guidelines on Regulated Operation of Companies Listed on Small and Medium-sized Enterprises Board of Shenzhen Stock Exchange, the Company has formulated the Measures of Xinjiang Goldwind Science & Technology Co., Ltd. for Management of Proceeds. The Company has opened a special account for proceeds with Bank of Hangzhou Beijing Daxing Sub-branch. On August 20, 2015, the Company, the sponsor Guotai Junan Securities Co., Ltd., and the said bank entered into a Tripartite Agreement for Supervising the Deposition of Proceeds in Special Account, which is not significantly different from the Memorandum No. 31 concerning Information Disclosure on Small and Medium-sized Enterprises Board – Sample Tripartite Agreement for Supervising Proceeds, and the Company and the other parties have performed their respective responsibilities and duties in accordance with the relevant provisions of the agreement.

The balance in the account of proceeds as of December 31, 2017 is as set forth in the table below:

Unit: RMB yuan

Bank Account No. Initial Amount
Deposited
(Note 1)
Balance as of
December 31, 2017
In which:
Interest Income
(after deduction
of service
charges)
Bank of Hangzhou
Beijing Daxing Sub-
branch
1101040160000115468 336,871,910.00 The account was
closed on March
15,2017



Not applicable

Note 1: The initial amount deposited includes other outstanding issue expenses amounting to RMB561,000,000.00.

2. Actual Use of Previous Proceeds

(1) Statement of the Use of Previous Proceeds

In accordance with the resolution made at the 10[th] meeting of the 5[th] Board of Directors held on September 2, 2014 and the proposals passed by resolutions made at the 2[nd] extraordinary general meeting for 2014, the 1[st] class meeting of A shareholders for 2014 and the 1[st] class meeting of H shareholders for 2014 held on November 11, 2014, the Previous Proceeds are intended to supplement working capital.

As of December 31, 2017, the amount of proceeds the Company has actually used is RMB336,310,910.00. For details, see Schedule 1 “Statement of the Use of Previous Proceeds”.

  • (2) Changes in the Project(s) in Which the Previous Proceeds Are Actually Invested

The Company has not made any changes in the projects in which the Previous Proceeds are actually invested.

  • (3) Upfront Investment in the Target Project(s) for Investment with the Previous Proceeds, and Reimbursement of Such Investment

The Company has made no upfront investment in the target project(s) for investment with the Previous Proceeds, and made no reimbursement of such investment.

  • (4) Information about the Use of Idle Proceeds to Temporarily Supplement Working Capital

The purpose of the Company’s Previous Proceeds is to supplement working capital.

(5) Use of the Surplus of the Previous Proceeds

There is no surplus in the Company ’ s Previous Proceeds.

  • (6) Use of Excess Funds

The Company’s Previous Proceeds are not in excess.

3. Performance of the Target Project(s) for Investment with Previous Proceeds

For details, see Schedule 2 “Statement of the Performance of the Target Project(s) for ” Investment with Previous Proceeds .

4. Use of Proceeds after Change of the Target Project(s) for Investment with Previous Proceeds

The Company has not made any changes of the target project(s) for investment with the Previous Proceeds.

5. Comparison between the Actual Use of the Previous Proceeds and the Relevant Information Disclosed in the Company ’ s Regular Reports

The actual use of the Previous Proceeds as of December 31, 2017 as disclosed in this report is consistent with the relevant information about the use of such proceeds as disclosed in the Company ’ s regular reports.

6. Conclusion

We believe that the Company has used the Previous Proceeds in accordance with the plan for application of proceeds as disclosed in the prospectus for the previous issue. In accordance with CSRC ’ s Regulations on Reporting the Use of Previous Proceeds (Zheng Jian Fa Xing Zi [2017] No. 500), the Company has performed its obligation to disclose the investment of the Previous Proceeds and the progress thereof accurately.

All directors of the Company warrant this report contains no false statements, misleading representations or material omissions, and they are jointly and severally liable for its truthfulness, accuracy and completeness.

Board of Directors

Xinjiang Goldwind Science & Technology Co., Ltd.

Schedule 1: Statement of the Use of Previous Proceeds


Unit: RMB yuan

Unit: RMB yuan

Unit: RMB yuan

Unit: RMB yuan

Unit: RMB yuan

Unit: RMB yuan

Unit: RMB yuan

Unit: RMB yuan

Unit: RMB yuan

Unit: RMB yuan

Unit: RMB yuan
Net amount of proceeds (after deduction of
underwritingcommission and other issue expenses):
336,310,910.00 Net aggregate amount of proceeds used: 336,310,910.00


Amount of proceeds used not for specified purposes:
-
Percentage of the amount ofproceeds used not for specifiedpurposes:
-
Net amount of proceeds used in each year:
2015:
336,310,910.00

2016:
-
2017:
-
Committed
project(s) for
investment
Changed
project(s),
including partially
changed project(s)
(if any)

Committed total
amount of
investment with
proceeds
Adjusted total
amount of
investment (1)
Amount of
investment in
current year

Aggregate amount
of investment as of
end of period (2)


Progress of
investment as of
end of period
(%)(3)=(2)/(1)
Date when
project(s) become
available as
expected

Performance in
current year

Whether expected
performance is
achieved or not

Whether there is any
material change in
feasibility of
project(s)
To supplement
workingcapital
N/A 336,310,910.00 336,310,910.00 0.00 336,310,910.00 100% N/A N/A N/A N/A
Total 336,310,910.00 336,310,910.00 0.00 336,310,910.00

Schedule 2: Statement of the Performance of the Target Project(s) for Investment with Previous Proceeds

Unit: RMB yuan Unit: RMB yuan
Net amount of proceeds (after deduction of underwriting commission
and other issue expenses):
336,310,910.00 Total amount of proceeds invested: 336,310,910.00
Failure to achieve planned progress or expected return and the reasons (by projects) No
Description of material changes in feasibility of project(s) No
Amount and use of excess proceeds and progress of use No
Changes in the location(s) of the target project(s) for investment with the proceeds
and changes in the manner of implementation
No
Upfront investment in the target project(s) for investment with the proceeds and
reimbursement of such investment
No
Use of idle proceeds to temporarily supplement working capital No
Amount and reason of surplus in proceeds occurring in project implementation No
Purposes and whereabouts of unused proceeds N/A
Problems or other issues occurring in the use and disclosure of proceeds N/A